Twilio (NYSE: TWLO) CFO sells 1,376 shares in tax-related transactions

Rhea-AI Filing Summary

Twilio Inc.'s Chief Financial Officer, Aidan Viggiano, reported tax-related share sales tied to equity compensation. On May 15, 2026, he sold a total of 1,376 shares of Class A common stock in open-market transactions at weighted average prices around $197 per share. A footnote explains these sales were made solely to cover statutory tax withholding obligations upon the vesting of Restricted Stock Units under Twilio’s equity plans and are not discretionary trades.

Following the transactions, Viggiano directly owned 129,173 shares of Class A common stock, with a portion represented by RSUs. Another footnote notes that his holdings include 208 shares acquired the same day through Twilio’s 2016 Employee Stock Purchase Plan, highlighting that his overall ownership position remains substantial relative to the tax-driven sale size.

Insider Trade Summary

Net Seller: 1,376 shares ($271,676)

Net Sell 2 txns

Insider Viggiano Aidan

Role Chief Financial Officer

Sold 1,376 shs ($272K)

Type	Security	Shares	Price	Value
Sale	Class A Common Stock	476	$196.7639	$94K
Sale	Class A Common Stock	900	$197.7961	$178K

Holdings After Transaction: Class A Common Stock — 129,865 shares (Direct, null)

Footnotes (1)

1. Represents the number of shares sold to cover the statutory tax withholding obligations in connection with the vesting of Restricted Stock Units ("RSUs"). This sale is mandated by the Issuer's election under its equity incentive plans to require the satisfaction of minimum statutory tax withholding obligations to be funded by a "sell-to-cover" transaction and does not represent a discretionary sale by the Reporting Person. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $196.50 to $197.4390 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or to the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. A portion of these shares represent RSUs. Each RSU represents a contingent right to receive one share of the Issuer's Class A common stock. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $197.79 to $197.825 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or to the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. Includes 208 shares acquired by the Reporting Person pursuant to the Issuer's 2016 Employee Stock Purchase Plan on May 15, 2026.

Key Figures

Shares sold block 1: 900 shares at $197.7961 Shares sold block 2: 476 shares at $196.7639 Total shares sold: 1,376 shares +4 more

7 metrics

Shares sold block 1 900 shares at $197.7961 Open-market sale of Class A common stock on May 15, 2026

Shares sold block 2 476 shares at $196.7639 Second open-market sale on May 15, 2026

Total shares sold 1,376 shares Combined tax-related sales to cover RSU withholding

Post-transaction holdings 129,173 shares Direct Class A common stock owned after transactions

ESPP acquisition 208 shares Shares acquired via 2016 Employee Stock Purchase Plan on May 15, 2026

Price range block 1 $196.50–$197.4390 Weighted average price range for first sale block

Price range block 2 $197.79–$197.825 Weighted average price range for second sale block

Key Terms

Restricted Stock Units, sell-to-cover, weighted average price, Employee Stock Purchase Plan

4 terms

Restricted Stock Units financial

"in connection with the vesting of Restricted Stock Units ("RSUs")."

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

sell-to-cover financial

"require the satisfaction of minimum statutory tax withholding obligations to be funded by a "sell-to-cover" transaction"

Sell-to-cover is when part of newly issued or exercised company stock is immediately sold to pay required taxes and fees, so the recipient keeps the remaining shares. For investors this matters because it reduces the number of shares insiders or employees actually hold after a grant, can create small, routine share sales that aren’t signal of cashing out, and slightly increases share supply on the market—like selling a portion of a paycheck to cover the tax bill.

weighted average price financial

"The reported price in Column 4 is a weighted average price."

Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.

Employee Stock Purchase Plan financial

"Includes 208 shares acquired by the Reporting Person pursuant to the Issuer's 2016 Employee Stock Purchase Plan"

An employee stock purchase plan is a company program that lets workers buy shares through small payroll deductions, often at a discount to the market price and after a set offering period. Think of it like a workplace savings plan that turns into ownership: it encourages employees to share in the company’s success and can create predictable buying or selling of stock that investors watch because it affects supply, demand and employee incentives.

Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Viggiano Aidan

(Last) (First) (Middle)

101 SPEAR STREET, FIFTH FLOOR

(Street)

SAN FRANCISCO CALIFORNIA 94105

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
TWILIO INC [ TWLO ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Financial Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/15/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	05/15/2026		S		476(1)	D	$196.7639(2)	129,865(3)	D
Class A Common Stock	05/15/2026		S		900(1)	D	$197.7961(4)	129,173(3)(5)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents the number of shares sold to cover the statutory tax withholding obligations in connection with the vesting of Restricted Stock Units ("RSUs"). This sale is mandated by the Issuer's election under its equity incentive plans to require the satisfaction of minimum statutory tax withholding obligations to be funded by a "sell-to-cover" transaction and does not represent a discretionary sale by the Reporting Person.

2. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $196.50 to $197.4390 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or to the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

3. A portion of these shares represent RSUs. Each RSU represents a contingent right to receive one share of the Issuer's Class A common stock.

4. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $197.79 to $197.825 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or to the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

5. Includes 208 shares acquired by the Reporting Person pursuant to the Issuer's 2016 Employee Stock Purchase Plan on May 15, 2026.

Remarks:

	/s/ Juliana Chen as attorney-in-fact for Reporting Person	05/19/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What did Twilio (TWLO) CFO Aidan Viggiano report in this Form 4?

Twilio CFO Aidan Viggiano reported selling shares of Class A common stock in open-market transactions. The filing states these sales were executed to satisfy statutory tax withholding obligations arising from Restricted Stock Unit vesting under Twilio’s equity incentive plans, rather than discretionary trading activity.

How many Twilio (TWLO) shares did the CFO sell and at what prices?

The CFO sold a total of 1,376 Class A shares. One block of 900 shares had a weighted average price of $197.7961, while 476 shares had a weighted average price of $196.7639, with individual trades occurring within narrow price ranges around those averages.

Why did the Twilio (TWLO) CFO sell 1,376 shares?

According to the footnotes, the 1,376 shares were sold to cover statutory tax withholding obligations triggered by Restricted Stock Unit vesting. Twilio’s equity plans require a “sell-to-cover” transaction to fund minimum tax withholding, so the filing describes these sales as non-discretionary for the reporting person.

How many Twilio (TWLO) shares does the CFO hold after these transactions?

After the reported transactions, the CFO directly held 129,173 shares of Twilio Class A common stock. A footnote also notes that a portion of this position consists of RSUs and that 208 shares were acquired the same day under Twilio’s 2016 Employee Stock Purchase Plan.

What do the Twilio (TWLO) Form 4 footnotes say about RSUs and ESPP shares?

One footnote explains that some holdings are Restricted Stock Units, each RSU representing a right to receive one Class A share. Another notes the CFO acquired 208 shares on May 15, 2026 through Twilio’s 2016 Employee Stock Purchase Plan, increasing his overall equity position.

Were the Twilio (TWLO) CFO’s share sales under a discretionary trading decision?

The filing states the sales were mandated by Twilio’s equity incentive plans as “sell-to-cover” transactions. They were executed solely to satisfy minimum statutory tax withholding on RSU vesting and are explicitly described as not representing discretionary sales by the reporting person.